Resolutions Of Directors

Historically it has been commonplace for board resolutions, produced for the purposes of ordinary transactions or for litigation, to signed only by the company secretary or by the chairperson of a company.

In terms of s66 of the Companies Act (71 of 2008), the business and affairs of the company must be managed by and under the direction of its board. It has the authority to exercise all the powers and perform all the functions of the company, except to the extent that the Act or the company's Memorandum of Incorporation (MOI) provides otherwise.

By definition "board" means the board of directors of the company. The Act does not define chair or chairperson of the board meeting, but from the context it is safe to assume that the chair must be one of the members of the board. In other words the chair must be a director.